<PAGE> 1
[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ______________ .
Commission file number 0-21991
ADVANCED GAMING TECHNOLOGY, INC.
(Exact name of small business issuer as
specified in its charter)
Wyoming 98-0152226
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P O BOX 46855 LAS VEGAS, NEVADA 89114
(Address of principal executive offices)
(604) 689-8841
Issuer's telephone number
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2482-650 W GEORGIA ST P O BOX 11610 VANCOUVER B C
(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date:
August 10, 1998 109,610,378
Transitional Small Business Disclosure Format (check one).
Yes [ ]; No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited condensed consolidated financial statements presented herein
have been prepared by the Company in accordance with the instructions to Form
10-QSB and do not include all of the information and note disclosures required
by generally accepted accounting principles. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's
Form 10-KSB for the year ended December 31, 1996. The accompanying financial
statements have not been examined by independent accountants in accordance with
generally accepted auditing standards, but in the opinion of management such
financial statements include all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the Company's financial
position and results of operations. The results of operations for the three and
six months ended June 30, 1998 may not be indicative of the results that may be
expected for the year ending December 31, 1998.
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Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS: 1998 1997
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 15,148 $ 17,276
Accounts receivable, net 220,530 234,187
Prepaid expenses 20,956 84,640
Deferred charges 56,347 248,564
Inventory 109,605 163,156
Notes receivable 8,531 9,878
Total current assets 431,117 757,701
Property and Equipment 1,934,021 3,527,407
Less: accumulated depreciation (403,375) (1,407,590)
1,530,646 2,119,817
Intangible and other assets 4,860,049 4,982,272
Total assets $ 6,821,812 $ 7,859,790
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities
Accounts payable and accrued liabilities $ 3,533,461 $ 4,310,325
Notes payable 175,000 800,000
Convertible notes 2,077,500 3,477,500
Deferred revenue 390,000 390,000
Current portion of long term debt 2,071,350 1,911,256
Total current liabilities 8,247,311 10,889,081
Long term obligations, net of current portion 1,629,721 1,724,302
Total liabilities 9,877,032 12,613,383
Stockholders' Deficit:
Preferred Stock-10% cumulative, $.10 par value;
authorized 4,000,000 shares; issued - nil -- --
Common Stock - $.005 par value; authorized
150,000,000 shares; issued and outstanding
143,594,531 in 1998 and 98,439,431 in 1997 717,973 492,197
Additional paid-in capital 30,219,629 27,703,310
Accumulated deficit (33,992,822) (32,949,100)
Total stockholders' deficit (3,055,220) (4,753,593)
Total liabilities and stockholders deficit $ 6,821,812 $ 7,859,790
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenues $ 60,265 $ 212,836 $ 245,055 $ 723,202
Cost of revenues 20,430 133,740 112,710 240,474
Gross margin 39,835 79,096 132,345 482,728
Expenses
Research and development 70,625 314,642 272,986 528,883
General and administrative 541,654 1,477,349 1,399,411 2,102,149
612,279 1,791,991 1,672,397 2,631,032
Loss from operations 572,444 1,712,895 1,540,052 2,148,304
Other income (expense), net (376,986) (770,439) 496,332 (1,068,740)
Net Loss $ 949,430 $ 2,483,334 $ 1,043,720 $ 3,217,044
Net loss per common share $ (.01) $ (.05) $ (.01) $ (.06)
Weighted average common
shares outstanding 119,655,013 50,777,724 119,655,013 50,777,724
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE> 5
Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
1998 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(1,043,720) $(3,217,044)
Adjustments to Reconcile Net Loss to Net Cash
Provided by (Used in) Operating Activities:
Depreciation and amortization 413,250 475,225
Deferred revenues -- (310,000)
Issuance of common stock for expenses 93,500 526,808
Change in operating assets and liabilities:
Accounts receivable 13,657 (253,166)
Prepaid expenses 63,684 (178,476
Deferred charges 192,217 (1,152,431)
Inventory 53,551 (229,297)
Notes receivable 1,347 (69,790)
Accounts payable and accrued liabilities (776,864) (922,459)
Net cash used in operating activities (989,378) (5,330,630)
Cash Flows From Investing Activities:
Other assets -- (60,000)
Purchase of property and equipment 298,144 (365,584)
Deferred development costs -- (2,352)
Net Cash (Used in) provided by Investing Activities 298,144 (427,936)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock 2,648,595 1,399,308
Proceeds from debt and notes 290,511 7,009,490
Repayment of debt and notes (2,250,000) (2,295,537)
Bank loan -- (354,100)
Net cash provided by financing activities 689,106 5,759,161
Net change in cash and cash equivalents (2,128) 595
Cash and cash equivalents at beginning of period 17,276 76,615
Cash and cash equivalents at end of period 15,148 $ 77,210
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 2,000 $ 246,026
Supplemental Disclosure of Non-Cash Investing and
Financing Activities:
Conversion of notes to common stock $ 1,625,000 $ 2,157,500
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE> 6
Advanced Gaming Technology, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(Unaudited)
1. Interim Reporting
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles and
Form 10-QSB requirements. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the three and six month periods ended June 30, 1998, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1998. For further information, refer to the financial statements
and footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended December 31, 1997.
Item 2. Management's Discussion and Analysis
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 1997.
The Company's shares of capital stock are registered under Section 12 of
the Securities Exchange Act of 1934. The Company became a reporting issuer in
March 1997. This quarterly report on Form 10-QSB and the information
incorporated by reference herein contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements include,
but are not limited to, projected sales, gross margin and net income figures,
the availability of capital resources, plans concerning products and market
acceptance.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of which
may not even be anticipated. Future events and actual results, financial and
otherwise, could differ materially from those set forth in or contemplated by
the forward-looking statements herein and any forward looking statements should
be considered accordingly.
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The Company is experiencing serious shortfalls in cash resources at June
30, 1998. A significant reduction in Company personnel was effected subsequent
to the end of the reporting period. Included in these changes was the
resignation of Chairman and Chief Executive Officer Thomas Nieman. Nieman was
replaced in this same capacity by Daniel H. Scott. The Company has significantly
reduced costs since June 30 in an effort to build cash resources from operations
before proceeding with continued research and development.
Although cash flow from operations continues to show signs of improvement
the mounting cost of debt is difficult to overcome. The Company believes it has
exhausted all means of available financing. Future growth of product lines and
development of new products require additional funding. The Company continues to
explore all options.
After the close of business on June 30, 1998 the Company effected a 4 for 1
reverse stock split to reduce the number of shares outstanding. This transaction
was previously approved at the Company's annual meeting. The number of shares
outstanding immediately prior to the split was 143,594,531.
The principal place of business for the Company is Las Vegas, Nevada. The
Company continues to maintain a small office in Vancouver B. C.
Results of Operations -
1998 Compared to 1997
The net loss for the six months ended June 30, 1998 was $1,043,720 compared
to $3,217,044 for the same period in 1997. This improvement was due to a $1.5
million one time licensing fee received in the first quarter. The Company
licensed the Max-Plus and Turbo-Max product lines. The Company will receive
royalty revenue from the licensee. The licensing fee is shown in "Other income
(expense), net on the Statement of Operations." The net loss for the second
quarter of 1998 was $949,430 compared to $2,483,334 in 1997. Reduced expenses
were the primary reason for the improvement.
Total revenue was $245,055 for the first six months compared to $723,202
for the same period in 1997. Due to the Max-Plus licensing arrangement the
Company will experience lower Max-Plus revenue until the licensee places units
in production that produce royalty revenue. The Max-Lite product continues to
meet with widespread customer approval. Revenue growth of this product has been
hampered by limited cash resources available for promotion and distribution of
the product. The Company will make expansion of Max-Lite installations a
priority for the remainder of 1998.
<PAGE> 8
Cost of revenue decreased significantly to $ 112,710 in 1998 from $240,474
in 1997. This decrease is due to the licensing arrangement of the Max-Plus. This
decrease should continue until Max-Lite product installations show growth. Cost
of revenue for the three months ended June 30, 1998 was $20,430 vs. $133,740 in
the second quarter of 1997.
Research and development expenses were $272,986 for the six months
compared to $528,883 for the same period in 1997. This decrease is due to a
shortfall in cash resources available to fund such development. This decrease is
expected to continue until the Company is able to obtain funding for
development. These costs were $70, 625 for the second quarter compared to
$314,642 in 1997.
General and Administrative expenses decreased $762,738 to $1,399,411 for
the first six months of 1998 from $2,102,149 in 1997. This decrease is due to
lower operating costs as a result of the Max-Plus licensing arrangement and a
Company wide cost reduction program. These expenses were $541,654 for the second
quarter compared to $1,477,349 for the second quarter of 1997.
The reduction in expenses caused the loss from operations to improve to
$1,540,052 at June 30, 1998 from $2,148,304 in 1997. This was achieved despite
the short-term decrease in Max-Plus revenue caused by the licensing agreement.
The loss from operations for the second quarter was $572,444 compared to
$1,712,895 in 1997.
Other income and expenses provided income of $496,332 for the six months
ended June 30, 1998 compared to an expense of $1,068,740 in 1997. This
improvement is due to the one time licensing fee of $1.5 million discussed
above. The Company continues to be hampered by high interest costs due to the
massive debt load. Other income and expenses resulted in an expense of $376,986
for the second quarter of 1998 vs. $770,439 in 1997. This expense will continue
until the Company is able to find a solution for the high cost of debt.
Liquidity and Capital Resources -
The Company is in serious need of working capital to fund its current
operations and to continue development of new products. In the past, the Company
has relied on short-term borrowing and the issuance of restricted common stock
to fund its operations. There are no formal commitments from banks or other
lending sources for short-term borrowing at June 30, 1998. The Company is in
default on several obligations at this time. The Company is unable to make
interest payments on these obligations.
<PAGE> 9
With a reduced cost structure and revenue flows from the Max-Lite product
line and future royalty revenue from the Max-Plus licensing agreement the
Company expects to achieve a small positive cash flow from operations in 1999.
However, the cash flow from these improved operating results would not be nearly
sufficient to overcome the cost of debt. The Company is currently considering
all options to deal with this serious problem.
The Company experienced a decrease in convertible notes outstanding at June
30, 1998 to $2,077,500 from $3,477,500 at December 31, 1997. The decrease is due
to conversion of such notes to common stock of the Company. Conversions of notes
and other transactions during the first six months resulted in an increase in
the number of shares outstanding to 143,594,531 at June 30, 1998 compared to
98,439,431 at December 31, 1997.
Inflation and Regulation -
The Company's operations have not been, and in the near term are not
expected to be, materially affected by inflation or changing prices. The Company
encounters competition from a variety of firms offering similar products in its
market area. Many of these firms have long standing customer relationships and
are well staffed and well financed. The Company believes that competition in the
industry is based on competitive pricing, although the ability, reputation and
technical support of a concern is also significant. The Company does not believe
that any recently enacted or presently pending proposed legislation will have a
material adverse effect on its results of operations.
<PAGE> 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company filed two reports on Form 8-K during the three months ended
June 30, 1998.
3. Item reported: Item 9 sales of equity securities pursuant to regulation S
Date of report: June 19, 1997
4. Item reported: Item 9 sales of equity securities pursuant to regulation S
Date of report: May 28, 1997
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ADVANCED GAMING TECHNOLOGY, INC.
(Registrant)
DATE: August 19, 1998 By: /s/ DANIEL H. SCOTT
--------------------------------------
Daniel H. Scott
President, Chief Operating
Officer and Director
DATE: August 19, 1998 By: /s/ DANIEL H. SCOTT
--------------------------------------
Daniel H. Scott
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF ADVANCED GAMING TECHNOLOGY, INC. AS OF JUNE 30, 1998 AND THE RELATED
STATEMENTS OF OPERATIONS, EQUITY AND CASH FLOWS FOR THE THREE AND SIX MONTHS
THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 15
<SECURITIES> 0
<RECEIVABLES> 221
<ALLOWANCES> 0
<INVENTORY> 110
<CURRENT-ASSETS> 431
<PP&E> 1,531
<DEPRECIATION> 413
<TOTAL-ASSETS> 6,822
<CURRENT-LIABILITIES> 8,247
<BONDS> 0
0
0
<COMMON> 718
<OTHER-SE> (1,691)
<TOTAL-LIABILITY-AND-EQUITY> 6,822
<SALES> 245
<TOTAL-REVENUES> 245
<CGS> 113
<TOTAL-COSTS> 113
<OTHER-EXPENSES> 1,672
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 380
<INCOME-PRETAX> (1,044)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,044)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
